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Wichford PLC (WICH)

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Monday 22 August, 2011

Wichford PLC

Offer for Redefine unconditional in all respects

RNS Number : 8051M
Wichford plc
22 August 2011




22 August 2011



(the "Company")


Offer for Redefine International plc unconditional in all respects




On 13 July 2011, the boards of the Company and Redefine International plc ("Redefine") announced that they had agreed terms of a recommended all share offer by the Company for Redefine.


On 4 August 2011, the Company announced that the resolutions required to implement the Offer had all been passed by the Company's shareholders at the Extraordinary General Meeting held on that date.


On 18 August 2011, Redefine Properties International Limited, the largest shareholder of Redefine, announced that the resolutions required, inter alia, to accept the Offer had all been passed by its shareholders at its general meeting held on that date.


The Company is pleased to announce that the Offer has now become unconditional in all respects and will remain open for acceptance by remaining Redefine Shareholders until further notice.


Level of acceptances


As at 1:00 p.m. today, the Company had received valid acceptances of the Offer in respect of a total of 428,429,251 Redefine Shares, representing approximately 94.74 per cent. of the ordinary issued share capital of Redefine. This includes acceptances received in respect of 405,378,693 Redefine Shares (representing approximately 89.6 per cent. of the issued share capital of Redefine) in respect of which irrevocable undertakings had been received by the Company.


Acceptance of the Offer


Redefine Shareholders who have not yet accepted the Offer are encouraged to do so without delay. Acceptances of the Offer should be received in accordance with the instructions contained in paragraph 22 of Part II of the Offer Document and (in the case of shares held in certificated form) the Form of Acceptance. The Offer Document and Form of Acceptance (in the case of Redefine Shareholders holding Redefine Shares in certificated form) have been sent to Redefine Shareholders in hard copy and the Offer Document is available on the Company's website (


Compulsory acquisition, delisting and cancellation of trading in Redefine Shares


As the Company has received acceptances under the Offer in respect of over 90 per cent. in value of the Redefine Shares and over 90 per cent. of the voting rights carried by those shares, the Company intends to exercise its rights in accordance with Articles 116-124A of the Companies (Jersey) Law 1991 (as amended) to acquire compulsorily any outstanding Redefine Shares on the same terms as the Offer. It is expected that the compulsory acquisition of any such outstanding Redefine Shares will be completed by 4 October 2011, following which Redefine will be re-registered as a private limited company under the provisions of the Companies (Jersey) Law 1991 (as amended).


As announced by Redefine on 9 August 2011, Redefine has given notice of the intended cancellation of admission to trading of the Redefine Shares to trading on AIM, such cancellation to be subject to the Offer being declared unconditional in all respects. Cancellation will therefore become effective at 8:00 a.m. on 8 September 2011, with the last day of trading of Redefine Shares on AIM being on 7 September 2011. Cancellation of admission to trading on AIM of the Redefine Shares will significantly reduce the liquidity and marketability of any Redefine Shares not acquired by the Company.


The Company and concert party interests in Redefine Shares


Neither the Company nor any person acting, or deemed to be acting, in concert with the Company currently holds or has agreed to acquire any Redefine Shares (or rights over Redefine Shares).


Terms used but not defined in this announcement shall have the meaning given to them in the Offer Document published by the Company on 13 July 2011.


A copy of this announcement will be available at


The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.


For further details, please contact:



Wichford P.L.C.


Philippe de Nicolay, Chairman

+55 (11) 9636 7979



Wichford Property Management Ltd


Michael Watters

020 7811 0100

Stephen Oakenfull

020 7811 0100



Financial Dynamics

020 7831 3113

Stephanie Highett, Dido Laurimore


Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.

If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.


This information is provided by RNS
The company news service from the London Stock Exchange